Fielmann : Invitation to the Annual General Meeting 2024

FIELMANN GROUP AG HAMBURG

ISIN DE0005772206

INVITATION TO ALL

SHAREHOLDERS

Overview with specification pursuant to Section 125 (1 and 5) of the German Stock Corporation Act (AktG) in conjunction with Art. 4 and Table 3 of the Annex to the Implementing Regulation (EU) 2018/1212

A. Specification of the message

1. Unique identifier of the event: Annual General Meeting of Fielmann Group AG
   2024; format as per Implementing Regulation (EU) 2018/1212: FIE072024oHV
2. Type of message: Convocation of the Annual General Meeting; format as per Imple-
   menting Regulation (EU) 2018/1212: NEWM

B. Specification of the issuer

1. ISIN: DE0005772206
2. Name of issuer: Fielmann Group AG

C. Specification of the Annual General Meeting

1. Date of the Annual General Meeting: 11 July 2024; format as per Implementing
   Regulation (EU) 2018/1212: 20240711
2. Time of the Annual General Meeting: 10:00 a.m. (CEST); format as per Implementing
   Regulation (EU) 2018/1212: 8:00 a.m. UTC (coordinated universal time)
3. Type of Annual General Meeting: Ordinary General Meeting with the physical pres- ence of the shareholders or their representatives (attendance in person); format as per Implementing Regulation (EU) 2018/1212: GMET
4. Location of Annual General Meeting: Barclays Arena, Sylvesterallee 10, 22525 Hamburg, Germany
5. Record date: 19 June 2024, 24:00 CEST; format as per Implementing Regulation
   (EU) 2018/1212: 20240619; 10:00 p.m. UTC
6. Web page of the Annual General Meeting/URL: https://www.fielmann-group. com/hv2024

Further information on the convocation of the Annual General Meeting (blocks D to F in Table 3 of the Annex to the Implementing Regulation (EU) 2018/1212)) relating to participation in the Annual General Meeting (block D), the agenda (block E) and details on deadlines for exercising other shareholder rights (block F) can be found on the company website at https://www.fielmann-group.com/hv2024. 

3

Invitation to the Annual General Meeting

We hereby invite all our shareholders to the Annual General Meeting on Thursday 11 July 2024 at 10.00 a.m. CEST in the Barclays Arena, Sylvesterallee 10, 22525 Ham- burg.

I. Agenda

1. Presentation of the adopted annual accounts of Fielmann Group AG, the approved consolidated financial statements of the Group, the Manage- ment Report for Fielmann Group AG and the Management Report for the Group, the Supervisory Board Report for the 2023 financial year and the Explanatory Report from the Management Board on the Notes pursuant to Sections 289a and 315a of the German Commercial Code (hereinafter referred to as the "HGB")
   The Supervisory Board approved the annual accounts and consolidated financial statements prepared by the Management Board on 18 April 2024. The annual ac- counts are now adopted pursuant to Section 172 of AktG. There is therefore no legal requirement for the Annual General Meeting to pass a resolution on this item of the agenda and there is no intention to do so for this reason. The annual accounts, the consolidated financial statements, the Management Report for Fielmann Group AG and the Management Report for the Group, the Supervisory Board Report and the Explanatory Report from the Management Board on the Notes pursuant to Sections 289a and 315a of the HGB must be made accessible to the Annual General Meet- ing, without requiring adoption pursuant to the AktG.
   The documents listed under this item of the agenda and the Management Board's proposal for the appropriation of the distributable profit are available for inspection by shareholders as of convocation of the Annual General Meeting in the compa- ny's business premises (Weidestrasse 118 a, 22083 Hamburg), and they can also be accessed as of the stated time on the company's website at https://www.fiel- mann-group.com/hv2024. They will also be made available and explained to the Annual General Meeting.
2. Resolution on the appropriation of the distributable profit
   The Management Board and Supervisory Board propose the following resolution: That the distributable profit of Fielmann Group AG in the financial year 2023 of € 84,000,000.00 be appropriated as follows:

Distribution to the shareholders	=	€ 83,982,729.00
(= Payout of a dividend of € 1.00 per
dividend-bearing share)
Profits carried forward to new account	=	€ 17,271.00
Distributable profit  =	€ 84,000,000.00

The aforementioned proposed appropriation of profits takes into account the com- pany's own shares at the time of the convocation, which are not dividend-bearing

4

pursuant to Section 71b of the AktG. The number of dividend-bearing shares may change up to the Annual General Meeting. In this event, a correspondingly adjusted proposal for the appropriation of profit shall be presented to the Annual General Meeting at an unchanged payout of € 1.00 per dividend-bearing share.

Pursuant to Section 58 (4) sentence 2 of the AktG, the claim to the dividend is due on the third business day following the Annual General Meeting resolution, i.e. on 16 July 2024.

1. Resolution on the approval of the actions of the Management Board mem- bers for the 2023 financial year
   The Management Board and Supervisory Board propose approving the actions of the Management Board members in office in the 2023 financial year for this period.
2. Resolution on the approval of the actions of the Supervisory Board mem- bers for the 2023 financial year
   The Management Board and Supervisory Board propose approving the actions of the Supervisory Board members in office in the 2023 financial year for this period.
3. Choice of auditor for Fielmann Group AG and the Group for the 2024 financial year
   On the recommendation of the Audit Committee, the Supervisory Board proposes appointing the auditing firm PricewaterhouseCoopers GmbH, Frankfurt am Main, as the auditor for Fielmann Group AG and the Group for the 2024 financial year.
   In its recommendation pursuant to Art. 16, Para. 2, subparagraph 3 of Regulation (EU) No. 537/2014 ("EU Statutory Audit Regulation"), the Audit Committee has declared that its recommendation is free from the undue influence of third parties and that no clause of the type referred to in Article 16, Para. 6 of the EU Statutory Audit Regulation restricting the selection options of the Annual General Meeting has been imposed on it.
4. Choice of auditor of the Corporate Social Responsibility Report for Fiel- mann Group AG and the Group for the 2024 financial year
   After coming into force on 5 January 2023, the Corporate Sustainability Reporting Directive (EU) 2022/2464 of 14 December 2022 ("CSRD") stipulates that large capital market-oriented companies with more than 500 employees must add a (Group) Corporate Social Responsibility Report to their (Group) Management Re- port for financial years beginning after 31December 2023, which must be audited externally by the auditor or - at the option of the respective member state - another (financial statement) auditor or an independent provider of assurance services. This means that companies like Fielmann Group AG that are already subject to non-finan- cial reporting within the meaning of Section 289b, Para. 1 and Section 315b, Para.1 of the HGB must prepare a Corporate Social Responsibility Report for the company and the Group for the first time for the 2024 financial year and have it externally audited.
   The EU member states must transpose the CSRD into national law by 6 July 2024. It can therefore be assumed that the German legislator will pass a law to transpose the CSRD into German law ("CSRD Implementation Act") and that the CSRD Implemen-

5

tation Act will enter into force by the end of the implementation period. The Federal Ministry of Justice presented a draft bill for this purpose on 22 March 2024.

On the recommendation of the Audit Committee, the Supervisory Board therefore proposes appointing the auditing firm PricewaterhouseCoopers GmbH, Frankfurt am Main, as the auditor of the Corporate Social Responsibility Report for Fielmann Group AG and the Group for the 2024 financial year with effect from the date on which the CSRD Implementation Act comes into force. The auditor of the Corporate Social Responsibility Report is chosen only in the event that the German legislator, in implementing Art. 37 of the Statutory Audit Directive 2006/43/EC in the version of the CSRD, requires an explicit election of this auditor by the Annual General Meet- ing, i.e., the audit of the Corporate Social Responsibility Report is not already the responsibility of the auditor under German implementation law.

In its recommendation pursuant to Art. 16, Para. 2 of the EU Statutory Audit Regu- lation, the Audit Committee has declared that its recommendation is free from the undue influence of third parties and that no clause of the type referred to in Article 16, Para. 6 of the EU Statutory Audit Regulation restricting the selection options of the Annual General Meeting has been imposed on it.

7. Elections to the Supervisory Board

At the end of the Annual General Meeting on 11 July 2024, one seat on the Super- visory Board will become vacant after the long-time Supervisory Board member Mr Hans Joachim Oltersdorf resigned his position on 31 December 2023 and the court appointment of his successor on the Supervisory Board Mr Georg Alexander Zeiss, who vacated his position as a member of the Management Board of Fielmann Group AG on 31 December 2023, will expire at the end of the Annual General Meeting on 11 July 2024.

In accordance with Sections 96 (1) first alternative, 101 (1) of the AktG, Sections 1 (1), 5 (1) sentence 1, 7 (1) sentence 1 no. 2 of the Codetermination Act (MitbestG) and Section 8 (1) of the Articles of Association, the company's Supervisory Board comprises sixteen members, of whom eight members are elected by the shareholders (shareholder representatives) as per the directives of the AktG and eight other mem- bers are elected by the employees (employee representatives) as per the directives of the MitbestG.

In addition, the Supervisory Board must be comprised of at least 30% men and 30% women (minimum ratio) in line with Section 96 (2) sentence 1 of the AktG. The mini- mum ratio must be fulfilled by the Supervisory Board as a whole (see Section 96 (2) sentence 2 of the AktG). Accordingly, the Supervisory Board must be filled by at least five women and at least five men in order to fulfil the minimum ratio requirement. The company's Supervisory Board currently comprises six women and (including Mr Georg Alexander Zeiss, whose appointment by the court will expire at the end of this Annual General Meeting) ten men, with the shareholder and employee represent- atives each including three women and five men. The following resolution proposal therefore fulfils the minimum ratio requirement as per Section 96 (2) sentence 1 of the AktG.

KORVA SE headquartered in Berlin, which has a total of 51.19% of the voting rights in Fielmann Group AG, has proposed to the Supervisory Board of Fielmann Group AG, in line with Section 100 (2) sentence 1 no. 4 second half of sentence of the AktG,

6

to elect Georg Alexander Zeiss to the Supervisory Board. The Supervisory Board of Fielmann Group AG endorses this proposal.

On the recommendation of the nominating committee, the Supervisory Board proposes the election of Mr Dipl.-Kfm. Georg Alexander Zeiss, Ahrensburg, Managing Director of INTEROPTIK-Verwaltungs-GmbH with headquarters in Hamburg and Management Board member of KORVA SE with headquarters in Berlin, to the Supervisory Board as a shareholder representative from the end of the Annual General Meeting on 11July 2024. The appointment is for the time up to the end of the Annual General Meeting that adopts a resolution regarding the approval of the manage- ment's actions taken in the financial year ending on 31 December 2024.

The afore-mentioned election proposal takes into consideration the objectives set by the Supervisory Board for its composition.

In the companies listed in the following, Mr Georg Alexander Zeiss is a member of a statutorily constituted Supervisory Board or a comparable domestic or international Supervisory Body of a business enterprise:

Membership of other statutorily constituted Supervisory Boards:

• None
  Membership of comparable domestic or international Supervisory Bodies of business enterprises:
• Hettich Holding GmbH & Co. oHG, Kirchlengern (Member of the Advisory Board) Thanks to his many years of service as CFO of Fielmann Group AG, Mr Georg Alex- ander Zeiss fulfils the legal requirements of Section 100 (5) first half-sentence of the AktG to be a member of the Supervisory Board with regard to his expertise in the fields of both accounting and auditing.
  Mr Georg Alexander Zeiss was a member of the Management Board of Fielmann Group AG up to 31December 2023 as well as Managing Director of some of its subsidiaries and is already a member of the Supervisory Board of Fielmann Group AG. Furthermore, the Supervisory Board is of the opinion that, for the election of an objective shareholder, there are no significant personal or business relations as per the German Corporate Governance Code between Mr Georg Alexander Zeiss and the company or its Group companies or the executive bodies of the company. The following personal or business relations as per the German Corporate Governance Code exist between Mr Georg Alexander Zeiss and a controlling shareholder of the company: Mr Georg Alexander Zeiss is the Managing Director of INTEROP- TIK-Verwaltungs-GmbH with headquarters in Hamburg, which is the personally lia- ble partner of fielmann INTER-OPTIK GmbH & Co. with headquarters in Hamburg and with whom an employment relationship exists; Mr Georg Alexander Zeiss is also a member of the Management Board of KORVA SE with headquarters in Berlin, which has a total of 51.19% of the voting rights in Fielmann Group AG.
  The Supervisory Board is satisfied that Mr Zeiss has sufficient time to carry out his duties as a member of the company's Supervisory Board.
  A CV containing information on the relevant knowledge, skills and practical expe- rience of Mr Zeiss, as well as offering an overview of his main activities besides the Supervisory Board mandate, can be accessed on the internet at https://www. fielmann-group.com/hv2024.

7

1. Resolution on the approval of the remuneration report for the 2023 finan- cial year
   As per Section 162 of the AktG, the Management and Supervisory Boards must draft a remuneration report and present it to the Annual General Meeting for approval as per Section 120a (4) of the AktG.
   In line with Section 162 (3) of the AktG, the auditor checked the remuneration re- port to see if the legally required disclosures as per Section 162 (1) and (2) of the AktG had been made. The report on the audit of the remuneration report has been attached to the remuneration report.
   The remuneration report with the auditor's report is provided as an annex to this agenda item 8 appended to the agenda and is also available on the company web- site at https://www.fielmann-group.com/hv2024, including during the Annual General Meeting.
   The Supervisory and Management Boards propose approving the remuneration re- port, which was drafted and audited in line with Section 162 of the AktG, for the 2023 financial year.
2. Resolution on the approval of the remuneration system for the members of the Management Board
   The remuneration system passed by the Supervisory Board for the company's Man- agement Board members was last presented for approval to the Annual General Meeting on 8 July 2021 as per Section 120a (1) of the AktG and adopted with a large majority by the Annual General Meeting. The remuneration system was re- viewed as planned after three years.
   Following the regular review recommended by the HR Committee, the remuneration system passed by the Supervisory Board for the members of the company's Manage- ment Board is reproduced and explained as an annex to this agenda item 9 following the agenda. It can also be accessed on the internet at https://www.fielmann.com/ hv2024.
   Based on the recommendation from its HR Committee, the Supervisory Board pro- poses the approval of the remuneration system passed by the Supervisory Board for the members of the Management Board with effect from 1 January 2024, which has been reproduced as a annex to this agenda item 9 following the agenda.
3. Amendments to the Articles of Association in Section 13 (2) sentences 1 and 2 to adapt to changes in the law
   Section 13 (2) of the company's Articles of Association determines how to prove the right to participate in the Annual General Meeting and to exercise voting rights. Section 13 (2) sentences 1 and 2 of the company's Articles of Association are to be aligned with the amended legal wording of Sections 123 (4) sentence 1 and 67c (3) of the AktG and Section 123 (4) sentence 2 of the AktG, upon which they are based. For example, Section 124 (4) sentence 2 of the AktG was recently amended by the Act on the Financing of Investments to Secure the Future (Zukunftsfinanzierungs- gesetz - ZuFinG), which was published on 14 December 2023 in the Federal Law Gazette (BGBl. 2023 I No. 354 of 14.12.2023). The proof of share ownership for

8

the right to participate in the Annual General Meeting need no longer refer to the beginning of the 21st day before the Annual General Meeting, as previously, but to the close of business on the 22nd day before the Annual General Meeting. The law was changed solely for the purpose of alignment with the definition of the proof date in the underlying EU Implementing Regulation (see Art. 1 no. 7 of Implementing Regulation (EU) 2018/1212 of the Commission dated 3 September 2018 for setting minimum requirements for implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council in relation to the identification of shareholders, the dissemination of information, and the facilitation of the exercise of shareholder rights). Therefore there is no material change to the date just mentioned. For alignment to the relevant wording of the law, the provisions in Section 13 (2) sentences 1 and 2 of the company's Articles of Association should be adapted ac- cordingly.

The Management Board and Supervisory Board therefore propose the following resolution:

That Section 13 (Right of participation) (2) sentences 1 and 2 of the company's Articles of Association be amended and therefore read as follows in future:

"Proof of shareholder status pursuant to Section 67c (3) of the AktG shall suffice as proof for the right to participate in the Annual General Meeting and to exercise voting rights. The proof of share ownership must refer to the close of business on the 22ndday before the Annual General Meeting."

Section 13 (Right of participation) (2) sentences 3 and 4 of the company's Articles of Association will remain unchanged.

In addition to the other documents for the Annual General Meeting, the current valid version of the company's Articles of Association are also publicly available on the company's website at https://www.fielmann-group.com/hv2024.

9

II. Reports and annexes to the agenda

Annex to agenda item 8 - remuneration report for financial year 2023 as per Section 162 of the AktG including the audit report

Fielmann Group AG

Remuneration report for financial year 2023

Preliminary statements

In accordance with Section 162 of the AktG, the Management and Supervisory Boards of Fielmann Group AG (hereinafter referred to as the "company" and together with all (in)direct subsidiaries as the "Fielmann Group") must draft an annual remuneration report. The auditor must check that the remuneration report contains all the disclosures stipulated in Section 162 (1) and (2) of the AktG and then draft an audit report on this. The remuneration report thus audited by the auditor must then be presented to the Annual General Meeting for approval. The present remuneration report outlines the remuneration granted and owed to the company's current and former members of the Management and Supervisory Boards in the financial year 2023 (hereinafter referred to as the "reporting year") .

Approval of the remuneration report for financial year 2022  The remuneration report for the 2022 financial year was approved with a large majority by the company's shareholders at the Annual General Meeting on 13July 2023. The Supervisory and Management Boards view this as confirmation of the format applied with the remuneration report for the 2022 financial year. For this reason, it has largely been retained for the present remuneration report for the reporting year.

Change to the composition of the Management Board and Supervisory

Board  Mr Steffen Bätjer was appointed as a member of the company's Management Board with effect from 15August 2023, initially with responsibility for Con- trolling. Since 1 January 2024, he has been responsible for the Finance division (including Controlling), which also covers Legal and Compliance. Mr Georg Alexander Zeiss, who had held responsibility for Finance, Real Estate, Legal/Compliance, and Production & Logistics, vacated his position on the Management Board of his own accord effective 31December 2023. Otherwise, there were no changes to the composition of the Management Board in the reporting year.

As far as the composition of the Supervisory Board is concerned, there were no changes in the reporting year with the exception of Mr Hans Joachim Oltersdorf, who departed the Supervisory Board, also of his own accord, effective 31December 2023.

1 Due to rounding, it is possible that individual figures in this report do not precisely add up to the stated total and that the percentages shown do not exactly reflect the absolute numbers to which they refer.

10

General provisions in relation to remuneration of the Management Board Approval by the shareholders of the remuneration system for the members of the Management Board  The current remuneration system for the Management Board members was adopted by the company's Supervisory Board with effect from 1 January 2021 and was approved by a large majority of the company's shareholders at the Annual General Meeting on 8 July 2021. It applies to all active members of the Management Board in the reporting year.

Main features of the system for remunerating the company's Management Board members

The system for remunerating the members of the company's Management Board is geared towards sustainable and long-term business development. As such, it contributes to the promotion of the corporate strategy and to the long-term development of the company. The system creates incentives for the long-term development of the company that creates value.

The remuneration system aims to remunerate the Management Board members appropriately in line with their duties and responsibilities, while duly taking into account the performance of the Management Board members as well as the business situation and the success of the company. The remuneration system aims to enable a nationally and internationally competitive remuneration package to be set, thereby creating an incentive for committed and successful work. When determining the total remuneration package, the Supervisory Board ensures that the package is appropriate relative to the Management Board members' duties and performance, as well as to the company's situation, and does not automatically exceed the typical remuneration. With regard to horizontal pay dispersion, the benchmarks are other companies listed on the SDAX, but also the MDAX, as the company was listed on the latter for many years in the past.

The company's remuneration system provides, on the one hand, a fixed remuneration which comes with the customary additional benefits (such as private use of the company car and accident insurance). On the other hand, the remuneration system also provides a performance-related variable remuneration consisting of two com- ponents: the one-year Short Term Incentive (internally also known as "Bonus I" and hereinafter referred to as "STI") and the multiple-year Long Term Incentive (internal- ly also known as "Bonus II" and hereinafter referred to as "LTI"). The remuneration system contains financial and non-financial performance criteria based chiefly on strategic objectives as well as operative ones. Customer satisfaction is reflected in both the short-term and long-term variable remuneration as this is a key feature of the Fielmann Group's corporate philosophy.

An overview of the remuneration system for the Management Board in the

reporting year  In the reporting year, the remuneration granted and owed to the members of the Management Board in accordance with the remuneration system consisted of the following fixed and variable remuneration components: